RSC023313_Contract.pdf

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

OPTIONAL USE CONTRACT FOR: RENTAL EQUIPMENT, PRODUCTS, AND RELATED SERVICES

CONTRACT No.: RSC023313

CONTRACT ID: CTR023313

EFFECTIVE DATES: 12/6/2024 to 6/11/2028

SUPPLIER: UNITED RENTALS (NORTH AMERICA), INC.

The State of Ohio Department of Administrative Services (DAS) has agreed to participate in a consortium contract. Sourcewell is the lead entity for the Rental Equipment, Products, and Related Services contract and their Master Price Agreement number is 040924-URI “Price Agreement”. This contract is administered by Sourcewell. The state of Ohio has accepted prices as a result of Bid Number 040924, which opened on 04/09/2024. Sourcewell completed the evaluation of the proposal response(s). The respective Proposal, including the incorporated contract terms and conditions, standard contract terms and conditions, special contract terms & conditions, any bid addenda, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS, and the State of Ohio, Standard Terms and Conditions become a part of this Optional Use Contract.

The Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated or cancelled in accordance with the Contract Terms and Conditions.

CONTRACT RENEWAL. This Contract may be renewed after the ending date of the Contract solely at the discretion of the Contracting Agency for a period of one month. Any further renewals will be by mutual agreement between the Contractor and the Contracting Agency for any number of times and for any period of time. The cumulative time of all mutual renewals may not exceed 36 months unless the Contracting Agency determines that additional renewal is necessary.

This Contract is available to all state agencies, institutions of higher education, political subdivisions and other entities authorized to use statewide contracts in the State of Ohio, as applicable.

Agencies are eligible to make purchases of the listed supplies and/or services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that agencies will purchase any volume of supplies and/or services.

This Contract and any Amendments thereto are available from the OhioBuys public portal at the following address:

https://ohiobuys.ohio.gov/page.aspx/en/ctr/contract_browse_public

IN WITNESS WHEREOF, the parties have executed this Contract as of the dates below:

https://ohiobuys.ohio.gov/page.aspx/en/ctr/contract_browse_public

For UNITED RENTALS (NORTH AMERICA), INC:

Signed: _____________________________________________________________________ Craig Schmidt, Senior Vice President – National Accounts

For the OHIO DEPARTMENT OF ADMINISTRATIVE SERVICES:

Signed: _____________________________________________________________________ Kathleen C. Madden, Director

1 - STATE OF OHIO PARTICIPATING ADDENDUM

STATE OF OHIO

PARTICIPATING ADDENDUM

FOR RENTAL EQUIPMENT, PRODUCTS, AND RELATED SERVICES

AS ISSUED BY SOURCEWELL CAN BE FOUND BY CLICKING THE LINK BELOW

UNITED RENTALS (NORTH AMERICA) INC. MASTER AGREEMENT PAGE

UNITED RENTALS GOVERNMENT SOLUTIONS WEBSITE

UNITED RENTALS CONTRACT PRICING

LIST OF UNITED RENTALS LOCATIONS IN OHIO

2 - MASTER AGREEMENT

Master Agreement #:040924-URI

Consortium: Sourcewell

Contractor: UNITED RENTALS (NORTH AMERICA), INC.

Participating Entity: State of Ohio

The following products or services are included in this contract portfolio:

1. Rental of equipment

2. Operator certification

3. OSHA required training

4. Equipment service and maintenance

Used equipment sales are not included in this contract.

Quotes for emergencies or urgent requests for this Contract should be requested from the Contractor through the following representatives:

First Contact: Jim Sigmund Cell: (330) 352-6169 E-Mail: jsigmund@ur.com

Second Contact: Brad Laws Cell: (504) 915-6013 E-Mail: jlaws@ur.com

Additional Documents:

Overview of Rental Categories Total Control Rental Tracking App

3 - PARTICIPATING ADDENDUM TERMS AND CONDITIONS

3.1 - SCOPE

This addendum covers the Rental Equipment, Products, and Related Services contract led by Sourcewell for use by state agencies and other entities located in the Participating State [or State Entity] authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official.

3.2 - PARTICIPATION

This Master Agreement may be used by all state agencies, institutions of higher education, political subdivisions and other entities authorized to use statewide contracts in the State of Ohio. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

https://www.sourcewell-mn.gov/cooperative-purchasing/040924-URI https://www.unitedrentals.com/solutions/industry-solutions/government-solutions https://dam.assets.ohio.gov/image/upload/v1732571926/procure.ohio.gov/pdf/RSC023313_Contract_Pricing.pdf https://procure.ohio.gov/pdf/RSC023313_Location_List.xlsx mailto:jsigmund@ur.com mailto:jlaws@ur.com https://dam.assets.ohio.gov/image/upload/v1731962341/procure.ohio.gov/pdf/RSC023313_Overview_of_Rental_Categories.pdf https://dam.assets.ohio.gov/image/upload/v1731962771/procure.ohio.gov/pdf/RSC023313_Total_Control_Rental_Tracking_App.pdf

3.3 - PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER AGREEMENT

The following modifications or additions apply only to actions and relationships within the Participating Entity.

The following changes are modifying or supplementing the Master Agreement terms and conditions.

3.3.1 - ORDER OF PRECEDENCE

1. Ohio's Participating Addendum; Ohio's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contractor under the Terms of the Lead State's Master Agreement.

2. Lead State's Master Agreement (includes negotiated Terms and Conditions and applicable exhibits to the Master Agreement)

3. Contractor's response to the Lead State's solicitations;

4. The Lead State's Solicitation including all Addendums.

3.3.2 - STANDARD TERMS AND CONDITIONS

State of Ohio Standard Terms and Conditions (revised 03/01/24) will apply to this Contract.

3.3.3 - AMENDMENT TO THE CONTRACT TERMS AND CONDITIONS

The following Amendments to the Contract Terms and Conditions do hereby become a part hereof. In the event that an amendment conflicts with the Contract Terms and Conditions, the Amendment will prevail.

3.3.3.1 - LIABILITY PROVISIONS

Delete Article V. Liability Provisions, Section A. General Representations and Warranties, Subsection 1 in its entirety and replace it with the following:

The recommendations, guidance, and performance of the Contractor under this Contract will be in accordance with the industry’s professional standards and the requirements of this Contract.

3.3.3.2 - LIABILITY PROVISIONS

Delete Article V. Liability Provisions, Section A. General Representations and Warranties, Subsection 4 in its entirety and replace it with the following:

The Deliverables are in good working order.

3.3.3.3 - LIABILITY PROVISIONS

Delete Article V. Liability Provisions, Section A. General Representations and Warranties, Subsection 11 in its entirety and replace it with the following:

The Contractor will make reasonable efforts to ensure that the Contractor has not and will not enter into any contracts without written approval of the State to perform substantially identical services for the State such that the Project duplicates the work done or to be done under the other contracts.

3.3.3.4 - LIABILITY PROVISIONS

Delete Article V. Liability Provisions, Section A. General Representations and Warranties, Subsection 12 in its entirety.

3.3.3.5 - LIABILITY PROVISIONS

Delete Article V. Liability Provisions, Section A. General Representations and Warranties, last paragraph of the section in its entirety.

3.3.3.6 - LIABILITY PROVISIONS

In Article V. Liability Provisions, Section A. General Representations and Warranties, add the following to the end of the section:

The Contractor assigns to the State all manufacturers' warranties for equipment leased by Contractor to the State. The Contractor will make reasonable efforts to assist the State in resolving any issues related to such warranties.

3.3.3.7 - INDEMNITY

Delete Article V. Liability Provisions, Section B. Indemnity, first paragraph in the section and replace with the following:

https://procure.ohio.gov/static/TCond/Standard_T_C%203-1-24.pdf

The Contractor must indemnify the State for all liability and expense arising out of the performance of this Contract, provided that such liability or expense was caused by the negligence, intentional or willful misconduct, fraudulent action, recklessness, or other tortious conduct of Contractor or Contractor's employees or agents. The Contractor will not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of the State, its employees, other contractors, or agents.

3.3.3.8 - VERIFICATION OF COVERAGE

Delete Article V. Liability Provisions, Section C. Insurance, Verification of Coverage and replace with the following:

Contractor must furnish the State of Ohio with certificates of insurance coverage required by this clause. All certificates are to be received and approved by the State of Ohio before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

3.3.3.9 - COOPERATIVE PURCHASING CONTRACT

This Contract may be utilized by Cooperative Purchasing Members. “Cooperative Purchasing Members” or “Co-op Members” are entities that qualify for participation in the State’s cooperative purchasing program under Section 125.04 of the Ohio Revised Code (“ORC”) and that have completed the steps necessary to participate in that program. They may include Ohio political subdivisions, such as counties, townships, municipal corporations, school districts, conservancy districts, township park districts, park districts created under Chapter 1545 of the ORC, regional transit authorities, regional airport authorities, regional water and sewer districts, and port authorities. They also may include any Ohio county board of elections, state institutions of higher education, private fire companies, private, nonprofit emergency medical service organizations, and chartered nonpublic schools.

If a purchase is made from this Contract by an entity that is not properly registered with the State’s Cooperative Purchasing Program, it may be a violation of law, may be contrary to the entity’s competitive bidding requirements, and will be a breach of this Contract by the Contractor. If a Cooperative Purchasing Member relies upon this Contract to issue a purchase order or other ordering document, the Cooperative Purchasing Member “steps into the shoes” of the State under this Contract. The Cooperative Purchasing Member’s order and this Contract are between the Contractor and the Cooperative Purchasing Member. The Contractor must look solely to the Cooperative Purchasing Member for performance, including payment. The Contractor agrees to hold the state of Ohio harmless with regard to Cooperative Purchasing Member’s orders and Cooperative Purchasing Member’s performance. DAS may cancel this Contract and may seek remedies if the Contractor fails to honor its obligations under an order from a Cooperative Purchasing Member.

3.3.3.10 - CONTRACTOR REVENUE SHARE

The Contractor must pay to the State a share of the sales transacted under this Contract as a fee to the State to cover the estimated costs the State will incur in administering this Contract and the Services offered under it (“Revenue Share”).

The Contractor must remit the Revenue Share in U.S. dollars within 30 days after the end of the quarterly reporting period. The Revenue Share that the Contractor must pay under this Contract equals ¾ of 1% of the total quarterly sales reported. The Revenue Share must be included in the prices reflected in any order and reflected in the total amount charged to the State, and the Contractor may not add a surcharge to orders under this Contract to cover the cost of the Revenue Share.

The Contractor must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, the Contractor must identify the payment as a “State of Ohio Revenue Share” and include this Contract number, total report amount, and reporting period covered.

Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment portal, or ACH payment, if approved by the State, using the instructions below

Check remittance:

Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance Form at the following link, https://das.ohio.gov/revenueshareform.

https://das.ohio.gov/revenueshareform

Credit Card Payments:

To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue Share” as the payment type and follow the on-screen prompts.

ACH Payments:

If this payment method is approved by the State, the State will provide payment instructions to Contractor.

If the full amount of the Revenue Share is not paid within 30 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may setoff any unpaid Revenue Share from any amount owed to the Contractor under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the Revenue Share. Additionally, if the Contractor fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

3.3.3.11 - CONTRACTOR QUARTERLY SALES REPORT

The Contractor must report the quarterly dollar value (in U.S. dollars and rounded to the nearest whole dollar) of the sales to Cooperative Purchasing Members under this Contract by calendar quarter (e.g. January-March, April-June, July-September and October-December). The dollar value of the sale is the price paid by the Contract user for the products and/or services listed on the purchase order or other encumbering document, as recorded by the Contractor.

To submit this quarterly sales report, the Contractor is responsible for obtaining access to OhioBuys and must report the quarterly dollar value of sales to Cooperative Purchasing Members to the Department of Administrative Services (DAS) via the Internet using OhioBuys at the following web address: https://ohiobuys.ohio.gov/. If no sales occur, the Contractor must report zero. The report must be submitted no later than thirty (30) days following the completion of the reporting period.

The Contractor shall also submit a close-out report within one hundred and twenty (120) days after the expiration of this Contract. The Contract expires upon the physical completion of the last outstanding task or delivery order of the Contract. The close-out report must cover all sales not shown in the final quarterly report and reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the final quarterly report, then the Contractor should show zero “0” sales in the close-out report.

If the Contractor fails to submit sales reports, falsifies reports or fails to submit sales reports in a timely manner, DAS may terminate this Contract.

https://epay.das.ohio.gov/Payment https://ohiobuys.ohio.gov/